Daiichi Sankyo Company, Limited SC TOC Information about tender offer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT

under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

AMBIT BIOSCIENCES CORPORATION

(Name of Subject Company)

CHARGE ACQUISITION CORP.

a wholly-owned subsidiary of

DAIICHI SANKYO COMPANY, LIMITED

(Names of Filing Persons — Offeror)

Common Stock, Par Value $0.001 per share

(Title of Class of Securities)

02318X100

(CUSIP Number of Class of Securities)

Seth Flaum

Daiichi Sankyo, Inc.

2 Hilton Ct.

Parsippany, NJ 07054-4410

Telephone: (973) 944-2600

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

with copy to:

Patrick Naughton

Simpson Thacher & Bartlett LLP

425 Lexington Avenue

New York, New York 10017-3954

Telephone: (212) 455-2000

CALCULATION OF FILING FEE


Transaction Valuation*		Amount of Filing Fee*
Not Applicable		Not Applicable

*	A filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

¨	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.


Amount Previously Paid: Not applicable.		Filing Party: Not applicable.
Form or Registration No.: Not applicable.		Date Filed: Not applicable.

x	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1.

issuer tender offer subject to Rule 13e-4.

going-private transaction subject to Rule 13e-3.

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

On September 28, 2014, Ambit Biosciences Corporation (“Ambit”) and Daiichi Sankyo Company, Limited (“Daiichi Sankyo”) issued a joint press release announcing the execution of an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Charge Acquisition Corp., a wholly-owned subsidiary of Daiichi Sankyo (“Purchaser”), will commence a tender offer (the “Offer”) to purchase all of the issued and outstanding shares of Ambit common stock for (a) $15.00 per share in cash, plus (b) one non-transferrable contingent value right for each share of Ambit common stock, which represents the contractual right to receive up to $4.50 per share upon the achievement of certain commercialization-related milestones. If successful, the Offer will be followed by a merger of Purchaser with and into Ambit (the “Merger”).

This Schedule TO filing consists of the following documents relating to the proposed Offer and Merger:

(i) Presentation by employees of Daiichi Sankyo at a meeting of Ambit Biosciences employees on September 30, 2014.

Jeff

Warmke,

PhD

Sr.

Vice

President

External Scientific Affairs

Town Hall Meeting

September 30, 2014

Today is the start of a new future for us…

…because Ambit Biosciences and Daiichi Sankyo have entered into an

agreement for Daiichi Sankyo to acquire Ambit Biosciences

The agreement establishes a new opportunity for us to meet our mutual goal

of delivering new medicines to patients with unmet needs

Why is Daiichi Sankyo (DS) interested in Ambit Biosciences?

•

Our missions are similar

•

Ambit’s strategy to seek partnerships to accelerate development of

compounds aligns with DS’s strategy to explore mutually beneficial

partnerships and executing strategic acquisitions

•

DS wants to be a leader in oncology

•

DS has great respect for the people and the accomplishments of

Ambit

The

quizartinib

Ph2

data

are

impressive,

and

quizartinib

will

fit

seamlessly

into our oncology pipeline

About Daiichi Sankyo

One of the Top pharmaceutical companies in Japan

Ranked among the top 20 global pharmaceutical companies

Worldwide Presence:

Ground presence in more than 50 countries

Manufacturing locations in 13 countries

R&D locations in Japan, US, Germany, UK, India, and etc.

Consolidated net sales –

JPY 997.9 Bn (FY2012) = 9.9 Bn US$ *

>32,000 employees globally represented by 50 nationalities

Business model encompassing;

Innovative and Established pharmaceuticals, OTC, and Vaccines

*Currency rate : JPY/USD=100.0

2014 September 30 Ambit Town hall

Daiichi

Sankyo Co., Ltd.

SANKYO

CO., LTD.

DAIICHI SANKYO CO., LTD.

DAIICHI

PHARMACEUTICAL CO.,

LTD.

Merger 2007

Founded 1899

Founded 1918

Our Values and Commitments

To create first-in-class

and best-in-class drugs

To take a global

perspective, and respect

local values

To foster intellectual

curiosity and strategic

insight

Innovation

Our Imperative

To provide the highest

quality medical

information

To provide a stable

supply of top-quality

pharmaceutical products

To be an ethical, trusted,

and respectful partner

Integrity

Our Strength

To be accountable for

achieving our goals

To demonstrate

professionalism, respect

for others and

teamwork

Accountability

Our Culture

To Contribute to the Enrichment of Quality of Life Around the World

Through the Creation of Innovative Pharmaceuticals, and

Through the Provision of Pharmaceuticals Addressing Diverse Medical Needs

Mission

Tradition of innovation and giving

Dr. Takamine isolated

adrenaline, and developed Taka-

Diatase for medicinal use

Dr. Jokichi Takamine,

Sankyo’s first president

Dr. Takamine funded the gift

of cherry trees from Tokyo to

Washington, DC in 1912.

Daiichi Sankyo is a global company

30,000 employees worldwide

3,000 employees in the U.S.

Daiichi Sankyo US

Daiichi Sankyo Europe

Daiichi Sankyo Japan

Latin American Affiliates

Venezuela, Brazil

Asia Affiliates

China, Taiwan, Korea, Thailand

India

Daiichi Sankyo Co., Ltd

R&D Division

Daiichi Sankyo RD

Novare

Asubio Pharma

(R&D)

Daiichi Sankyo Inc.

Edison, NJ

(Development)

Daiichi Sankyo

Development

London (Development)

Daiichi Sankyo Europe GmbH

Munich (Development,

Pharmaceutical technology)

Daiichi Sankyo (China)

(Development)

U3 Pharma

Munich

(oncology, mAB)

Daiichi Sankyo Life

Science Research

Center India

Ranbaxy Laboratories

(R&D)

Daiichi Sankyo Brazil

(Development)

Daiichi Sankyo Venezuela

(Development)

Plexxikon

Berkeley, CA

(oncology)

Global R&D Locations

Asubio (Development)

Edison, NJ

Our innovation history

Pravastatin : HMG-CoA inhibitor

Anti-cholesterol

launched in 1989

licensed to BMS

Pravachol

Levofloxacin : Broad spectrum anti-biotic

quinolone

launched in 1993

licensed to J&J

Levaquin

The innovation of Taka-diastase by Dr. Jokichi Takamine,

president

ex-Sankyo,

continues

today

2014 September 30 Ambit Town hall

Our innovation history

Olmesartan :

Blocker (ARB)

Anti-hypertensive

launched in 2002

Benicar

, Benicar HCT

Azor

, Tribenzor

Prasugrel : ADP receptor inhibitor

Anti-platelet

launched in 2009

co-promotes with Eli Lilly & Co.

launch in Japan this year

Effient

Edoxaban :

FXa inhibitor

Anti-coagulant

Approved in Japan (VTE, AF) as Lixiana

NDA globally

2014 September 30 Ambit Town hall

Angiotensin Receptor

Representative Business Development Activity

Partner

Description

Strategic Rationale

Charleston Labs (2014)

Development and Commercialization

Collaboration

Collaboration to develop and commercialize novel

hydrocodone combination products for acute pain

UCSF –

Institute for Neurodegenerative

Diseases(2014)

Drug Discovery Collaboration

Discovery of novel therapeutics and diagnostics for multiple

neurodegenerative diseases

Sanford Burnham Medical Research

Institute

(2014)

Research and Development Collaboration

Enhance internal drug discovery in CV & Metabolic

diseases; leverage their Translational Medicine expertise

Virtici and Celdara Medical (2013)

Research and Development Collaboration

Enhance internal drug discovery in oncology and other

therapeutic areas

Amplimmune (2012)

Research and Development Collaboration

Enhance internal drug discovery in autoimmune disease

NGM Biopharmaceuticals (2012)

Research Collaboration

Enhance internal drug discovery in diabetes

Mitsubishi Tanabe (2012)

Strategic Sales Alliance in Japan

Leverage sales/marketing infrastructure, improve near term

pipeline

Coherus (2012)

Research and Development

Collaboration; Equity Investment

Collaboration to develop and commercialize bio-similars

Plexxikon (2011)

Acquisition

Broaden pipeline and expand small molecule research

programs (oncology, immunology, CVM); add personalized

medicine approach

U3 Pharma (2008)

(2008)

Acquisition

Broaden oncology pipeline and expand antibody research

programs

ArQule (2008)

Research, Development and Commercial

Alliance

Broaden oncology pipeline and support drug discovery

efforts

R&D Unit as of April 2014

GRDHRC

Goddu

Global Head of R&D

Glenn Gormley

Asubio Pharma

Global Head

Research

RCI

TCRM

ROF

RD Novare

Global Head

Biologics

U3 Pharma

BOF

Global Head

Development

Ghazzi

Japan

DSPD (US)

Ghazzi

DSD (EU)

Asia

Plexxikon

Venture Science Lab.

Global Head R&D

Planning

GRDFC

GRaDiC

External Scientific Affairs

Warmke

Global Head Project

Management

R&D

Focus Therapeutic Areas

Discovery

Priority Areas

Oncology

Cardiovascular-Metabolics

New Areas

Drug creation based on

disease mechanisms,

developing products with

new mechanisms of action

that address heavily unmet

needs

Thrombotic

disorders

Hypertension

Bacterial

infections

Hyperlipidemia

2014 September 30 Ambit Town hall

Phase 1

Phase 2

Phase 3

Application

Therapeutic area

Cardiovascular-

Metabolics

Oncology

Others

Prasugrel(JP)

(CS-747 prasugrel / ischemic stroke

/ anti-platelet agent)

DU-176b (US/EU)

(edoxaban / AF / oral factor Xa inhibitor)

DU-176b (US/EU)

(edoxaban / VTE / oral factor Xa inhibitor)

Tivantinib (US/EU)

(ARQ 197/ HCC / Met inhibitor)

Denosumab (JP)

(AMG 162 / breast cancer adjuvant

/ anti-RANKL antibody)

Denosumab (JP)

(AMG 162 / rheumatoid arthritis

/ anti-RANKL anti-body)

DS-5565

(Global)

(Chronic pain /

ligand)

Daiichi Sankyo R&D Pipeline

Levofloxacin (JP)

(DR-3355 / anti-infection

/ New quinolone)

Nimotuzamab

(JP)

DE-766/ Gastric cancer /

anti-EGFR antibody)

Prasugrel (US)

(CS-747 / Sickle Cell Disease / anti-platelet

agent)

CS-3150 (JP)

(Anti-hypertensive/DM nephropathy

/ MR antagonist)

U3-1287 (US/EU)

(patritumab / anti-HER3 antibody)

PLX4032 (US/EU)

(vemurafenib / BRAF inhibitor)

PLX3397 (US)

(Fms/Kit/Flt3-ITD inhibitor)

DS-7309

(Anti-diabetes / Glucokinase activator)

DS-8500

(Anti-diabetes / GPR119 agonist)

DS-1040

(Acute ischemic stroke

/ TAFIa inhibitor)

U3-1565 (US/JP)

(Anti-HB-EGF

antibody)

DS-7423 (US/JP)

(PI3K/mTOR inhibitor)

DS-3078 (US/EU)

(mTOR

inhibitor)

CS-8958 (US/EU)

(laninamivir / anti-influenza

/ Outlicensing with Biota)

PLX5622

(Rheumatoid arthritis

/ FMS kinase inhibitor)

Hydromorphone

(DS 7113 / Narcotic analgesic

/ opioid mu-receptor regulator)

SUN13837

(US/EU)

(Spinal cord injury

/ Modulator of bFGF signaling system)

DS-3032 (US)

(MDM2

inhibitor)

PLX7486(US)

(Fms/Trk inhibitor)

DS-1093

(Anemia of chronic kidney

disease/HIF-PH inhibitor)

As of July 2014

DS-8895 (JP)

(Anti-EPHA2 antibody))

DS-8273 (US)

(Anti DR5 antibody)

PLX8384 US)

(BRAF inhibitor)

DS-

3801

(Chronic obstipation/GPR 38 agonist)

DS-1971

(Chronic pain)

Ioforminol (JP)

(GE 1451 x-ray contrast media/

Angiography)

2014 September 30 Ambit Town hall

Global Clinical Committee

Global Clin Operations Committee

Global Regulatory Committee

Biostat & Data Mgmt Committee

Global TMCP Committee

DS Japan

DS Americas

Ghazzi

DS Europe

DS Asia

Global Head of Development

Ghazzi

Regions

Functions

Chief Medical Advisor

Global Development Leadership Team (GDLT)

Global Development Organization

Europe

DSD: UK

DSID, India

Japan

DS, Tokyo

DS RD Novare

Asubio, Kobie

Americas

DSPD, Edison, NJ

Plexxikon, Berkeley, CA

Ambit Biosciences, La Jolla, CA

Asia

Shanghai, China

Beijing, China

Taipei, Taiwan

Seoul, Korea

Global R&D Network

Daiichi Sankyo Life Science

Research Centre in

India

Asubio Pharma

Plexxikon

RCI

U3 Pharma

Daiichi

Sankyo

Global

Research

Functions

PLX4032

PLX3397

PLX8394

PLX7486

PLX5622

U3-1287

U3-1565

SUN13837

Research

Center

In India

DS RD Novare Co., Ltd

R&D

Partnership

with DS

Venture Science

Laboratory

New

Organization

Effective

April 2013

2014 September 30 Ambit Town hall

HER3

EGFR

DR5

c-Met

HB-EGF

U3-1565

Nimotuzumab

DE-766

ARQ-197

Tigatuzamab

CS-1008

Daiichi

Sankyo

Oncology

Research

Targets

BRAF

Zelboraf®

FLT3-ITD

Japanese Journal of Clinical Oncology. Jan. 2014. 00(0) 1-7

Denosumab

U3-1287

Quizartinib

RANKL

RANK

Osteoclast

Bone Metastasis

Making a difference in patients’

lives…

Our mutual goals to find medicines to improve patient’s live is a

common objective of both Ambit Biosciences and Daiichi Sankyo.

our

first

priority

will

ensure

that

there

are

delays

the development activities for quizartinib. And for that, we need

your help.

We respect that you may have many questions about your role

moving forward.

Daiichi Sankyo commits to addressing your questions and needs

–

and as soon as our HR organization have had time to think

through the integrations and future steps, we will share that with

you.

What we can share with you today

•

Until closing, each company will continue as a

separate, independent company

•

Integration planning will begin immediately

•

Anticipate impact to employees pre deal-close will be

minimal

•

Post deal-close anticipate little change to current HR

plans and policies (See your HR representative for

details)

•

As integration planning progresses, a clearer

understanding of individual employment impact will

become clearer

•

Each employee will be treated as an individual

Research team members

Communication within and between

Discovery and Development globally

Development team members

Global R&D culture supports:

•

Importance of “open discussion” and “debate”

•

Respectful “challenge” for new ideas and innovation

•

Cross-functional, cross-cultural, and diverse ideas

An Integration Planning Steering Committee (IPSC) will be formed

DS co-leaders will be Jeff Warmke and Kym Goddu

DS and Ambit members of the IPSC and sub-teams will be

appointed and confirmed

Communications regarding post-close integration plans will be

shared as soon as we can for implementation post-close

Integration Planning Next Steps

DS and Ambit HR teams will be meeting to address questions

from both organizations and understand our cultures

Integrations take time, they can be frustrating and not so simple

Patience and mutual respect are key

Important Information

This presentation is for informational purposes only and is not an offer to buy or the solicitation of an

offer to sell any shares of Ambit Biosciences common stock. The tender offer described herein has

not yet been commenced. On the commencement date of the tender offer, an offer to purchase, a

letter of transmittal and related documents will be filed with the Securities and Exchange Commission

(SEC). The solicitation of offers to buy shares of Ambit Biosciences common stock will only be made

pursuant

the

offer

purchase,

the

letter

transmittal

and

documents.

Investors and Ambit

Biosciences securityholders are strongly advised to read both the tender offer statement and the

solicitation/recommendation statement that will be filed by Ambit Biosciences regarding the tender

offer when they become available as they will contain important information. Investors and

securityholders

may

obtain

free

copies

these

statements

(when

available)

and

Daiichi Sankyo Company, Limited (DSKYF) Inactive SC TO-CInformation about tender offer